Our lawyers have the experience and skills to tackle our clients' most complex challenges. Get to know them below.
Corporate Governance
We provide practical and effective advice on strategic, sensitive and operational matters, so that you are always one step ahead.
In a demanding regulatory environment, decisions at governance and senior management level require expertise, experience and legal certainty. Having a trusted partner who understands the specifics of the industry and sector, as well as the regulatory peculiarities of the main jurisdictions, makes all the difference.
Strategic partners in building strong and sustainable governance models
We advise listed and unlisted companies on an ongoing basis, particularly on matters related to the organisation, composition, functioning and responsibility of the governing bodies and senior management, conflicts of interest and related-party transactions, restructuring of corporate groups, measures related to capital structure and corporate aspects related to the issuance of financing instruments.
We also advise on the preparation and approval of corporate policies and other internal rules that integrate and define both the Corporate Governance Systems and the Governance Models in the areas of Compliance, Internal Audit and Risks of business groups. And, in turn, we collaborate in the definition of corporate governance in the areas of privacy and data protection, sustainability, information security (cybersecurity, artificial intelligence...) and protection of intangible assets, in coordination with the areas of ECIJA specialised in these areas.
In coordination with the Securities Market Area, we advise on corporate matters related to regulations on takeover bids, IPOs, IPOs and market abuse, as well as in relation to information requirements, sanctioning processes and, in general, relations with supervisory and regulatory bodies.
Our multidisciplinary team combines technical excellence and academic prestige with practical experience, being strategic allies of some of the main IBEX 35 and continuous market companies, building together with their teams solid and transparent governance models aligned with the best international practices.
Our services
- Corporate texts (articles of association, regulations of the general meeting and regulations of the board of directors and committees)
- Codes of conduct (internal rules of conduct on securities markets, code of ethics and conduct).
- Corporate policies (corporate governance policies, group policies, board diversity policies and selection of board members, etc.).
- Roles and responsibilities attributable to governance and management bodies and decision-making processes
- Shareholders' agreements and family protocols
- Conflicts of interest and their management system
Annual reports (IAGC, IARC, annual activity reports of the committees, sustainability report, etc.).
Structure and content of the corporate website
Related-party and intra-group transactions
Plurality voting shares and legal and statutory limitations on voting rights.
Mandatory/voluntary documentation relating to the convening of the General Meeting, internal company documentation, shareholders' rights (information, representation, minority rights...).
Legal requirements for voting platforms, proxy voting and remote attendance.
Relations with proxy advisors and institutional investors
Resolution of incidents during the general meeting
Public communications (OIR, IP...)
Legal audit of general meetings
Composition and functioning (annual training plan, competency/fitness matrix, director selection procedures)
Duties and liability of directors (duties of diligence and loyalty, conflicts of interest, right/duty of disclosure)
Remuneration of directors and senior management (remuneration policies for directors and senior management, D&O insurance, additional legal defence and indemnity commitments).
Annual evaluation of the board and its committees
Relations between the board of directors and the management team (interaction, information flows, level of reporting, etc.).
Review and definition of the internal governance framework (internal audit, compliance, control and risk management areas or units).
Relations of the board and its committees with the internal control units.
Ongoing support to the secretaries of the board of directors and/or general secretaries of listed and unlisted companies (corporate documentation, corporate books, informative notes and presentations, periodic training, etc.).
Corporate development policies, procedures and standards
Design of the structure, composition and functioning of specialised committees
Relationships between specialised committees/bodies/areas/responsible parties
Internal policies and procedures (remuneration policies, engagement policies and plans, procedure for exercising voting rights)
Relationships with investee companies
Transparency (annual reports on the implementation of engagement and voting, website...)
Requirements of the CNMV and other supervisory bodies and assistance in sanctioning procedures.
Evaluation and adaptation of the structure and functioning of the board of directors to comply with good governance recommendations.
Capital increases and reductions
Corporate mergers and acquisitions, including the special features of listed companies.
Drafting of the procedural strategy in relation to challenging corporate resolutions, the exercise of corporate and individual liability actions and other actions in corporate matters.